Common use of Winding Up of a Series Clause in Contracts

Winding Up of a Series. Upon dissolution of a Series, the Manager will take full account of the Series’ liabilities and assets and its Series Holdings will be liquidated as promptly as is consistent with obtaining the fair value thereof. The proceeds from the liquidation of a Series’ Holdings will be applied and distributed in the following order: 12.2.1 first, to the payment and discharge of all of the Series’ debts and liabilities (other than those to the Members), including the establishment of any necessary reserves (including for any payments to the Manager); 12.2.2 second, to the payment of any debts and liabilities to the Members of the relevant Series; and 12.2.3 the balance, if any, to each Member of the relevant Series having a positive balance in the Member’s Series Capital Account (after giving effect to all contributions, distributions, (including effecting all distributions as set out in Section 5.5) and allocations in the proportion that the positive balance in such Member’s Series Capital Account bears to the sum of all Series Capital Accounts having positive balances). To the extent reasonable, each asset distributed in kind will be distributed proportionately among the Members of the relevant Series

Winding Up of a Series. Upon dissolution of a Series, the Manager will take full account of the Series’ liabilities and assets and its Series Holdings will be liquidated as promptly as is consistent with obtaining the fair value thereof. The proceeds from the liquidation of a Series’ Holdings will be applied and distributed in the following order: 12.2.1 first, to the payment and discharge of all of the Series’ debts and liabilities (other than those to the Members), including the establishment of any necessary reserves (including for any payments to the Manager); 12.2.2 second, to the payment of any debts and liabilities to the Members of the relevant Series; and 12.2.3 the balance, if any, to each Member of the relevant Series having a positive balance in the Member’s Series his or her Capital Account (after giving effect to all contributions, distributions, (including effecting all distributions as set out in Section 5.5) and allocations in the proportion that the positive balance in such Member’s Series Capital Account bears to the sum of all Series Capital Accounts having positive balances). To the extent reasonable, each asset distributed in kind will be distributed proportionately among the Members of the relevant Series